INVESTOR DAY 2011 - Deutsche Börse€¦ · Member of the Executive Board Deutsche Börse AG responsible for Information Technology Division Gregor Pottmeyer Chief Financial Officer

1

1 June 2011

INVESTOR DAY 2011

2

Safe Harbour StatementIn connection with the proposed business combination transaction between NYSE Euronext and Deutsche Boerse AG, Alpha Beta Netherlands Holding N.V. (“Holding”), a newly formed holding company, has filed, and the SEC has declared effective on May 3, 2011, a Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission (“SEC”) that includes (1) a proxy statement of NYSE Euronext that will also constitute a prospectus for Holding and (2) an offering prospectus of Holding to be used in connection with Holding’s offer to acquire Deutsche Boerse AG shares held by U.S. holders. Holding has also filed an offer document with the German Federal Financial Supervisory Authority (Bundesanstalt fuer Finanzdienstleistungsaufsicht) (“BaFin”), which was approved by the BaFin for publication pursuant to the German Takeover Act (Wertpapiererwerbs-und Übernahmegesetz), and was published on May 4, 2011.

Investors and security holders are urged to read the definitive proxy statement/prospectus, the offering prospectus, the offer document and published additional accompanying information in connection with the exchange offer regarding the proposed business combination transaction because they contain important information. You may obtain a free copy of the definitive proxy statement/prospectus, the offering prospectus and other related documents filed by NYSE Euronext and Holding with the SEC on the SEC’s website at www.sec.gov. The definitive proxy statement/prospectus and other documents relating thereto may also be obtained for free by accessing NYSE Euronext’s website at www.nyse.com. The offer document and published additional accompanying information in connection with the exchange offer are available at Holding’s website at www.global-exchange-operator.com. Holders of Deutsche Börse shares who have accepted the exchange offer have certain withdrawal rights which are set forth in the offer document.

This document is neither an offer to purchase nor a solicitation of an offer to sell shares of Holding, Deutsche Boerse AG or NYSE Euronext. The final terms and further provisions regarding the public offer are disclosed in the offer document that has beenapproved by the BaFin and in documents that have been filed with the SEC.

No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and applicable European regulations. The exchange offer and the exchange offer document shall not constitute an issuance, publication or public advertising of an offer pursuant to laws and regulations of jurisdictions other than those of Germany, United Kingdom of Great Britain and Northern Ireland and the United States of America. The relevant final terms of the proposed business combination transaction will be disclosed in the information documents reviewed by the competent European market authorities.

Subject to certain exceptions, in particular with respect to qualified institutional investors (tekikaku kikan toshika) as defined in Article 2 para. 3 (i) of the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended), the exchange offer will not be made directly or indirectly in or into Japan, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce or any facility of a national securities exchange of Japan. Accordingly, copies of this announcement or any accompanying documents may not be, directly or indirectly, mailed or otherwise distributed, forwarded or transmitted in, into or from Japan.

The shares of Holding have not been, and will not be, registered under the applicable securities laws of Japan. Accordingly, subject to certain exceptions, in particular with respect to qualified institutional investors (tekikaku kikan toshika) as defined in Article 2 para. 3 (i) of the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended), the shares of Holding may not be offered or sold within Japan, or to or for the account or benefit of any person in Japan.

Participants in the Solicitation NYSE Euronext, Deutsche Boerse AG, Holding and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from NYSE Euronext stockholders in respect of the proposed business combination transaction. Additional information regarding the interests of such potential participants will be included in the definitive proxy statement/prospectus and the other relevant documents filed with the SEC.

Forward-Looking Statements This document includes forward-looking statements about NYSE Euronext, Deutsche Boerse AG, Holding, the enlarged group and other persons, which may include statements about the proposed business combination, the likelihood that such transaction could be consummated, the effects of any transaction on the businesses of NYSE Euronext or Deutsche Boerse AG, and other statements that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and actual results of operations, financial condition and liquidity, and the development of the industries in which NYSE Euronext and Deutsche Boerse AG operate may differ materially from those made in or suggested by the forward-looking statements contained in this document. Any forward-looking statements speak only as at the date of this document. Except as required by applicable law, none of NYSE Euronext, Deutsche Boerse AG or Holding undertakes any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

This presentation may contain forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning NYSE Euronext’s plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward-looking statements are based on NYSE Euronext’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause NYSE Euronext’s results to differ materially from current expectations include, but are not limited to: NYSE Euronext’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk and U.S. and global competition, and other factors detailed in NYSE Euronext’s reference document for 2010 ("document de référence") filed with the French Autorité des Marchés Financiers (Filed on April 19, 2011 under No. D.11-0333), 2010 Annual Report on Form 10-K and other periodic reports filed with the U.S. Securities and Exchange Commission or the French Autorité des Marchés Financiers. In addition, these statements are based on a number of assumptions that are subject to change. Accordingly, actual results may be materially higher or lower than those projected. The inclusion of such projections herein should not be regarded as a representation by NYSE Euronext that the projections will prove to be correct. This presentation speaks only as of this date. NYSE Euronext disclaims any duty to update the information herein.

To supplement NYSE Euronext's consolidated financial statements prepared in accordance with GAAP and to better reflect period-over-period comparisons, NYSE Euronext uses non-GAAP financial measures of performance, financial position, or cash flows that either exclude or include amounts that are not normally excluded or included in the most directly comparable measure, calculated and presented in accordance with GAAP. Non-GAAP financial measures do not replace and are not superior to the presentation of GAAP financial results, but are provided to (i) present the effects of certain merger expenses, exit costs and other special items, and (ii) improve overall understanding of NYSE Euronext's current financial performance and its prospects for the future. Specifically, NYSE Euronext believes the non-GAAP financial results provide useful information to both management and investors regarding certain additional financial and business trends relating to financial condition and operating results. In addition, management uses these measures for reviewing financial results and evaluating financial performance. The non-GAAP adjustments for all periods presented are based upon information and assumptions available as of the date of this release. See NYSE Euronext’s earnings release dated April 28, 2011 for a reconciliation of non-GAAP financial measures to GAAP measures.

Legal disclaimer

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13.30 Deutsche Börse: “Making Markets Work”Reto FrancioniChief Executive Officer Deutsche Börse AG

Frank GerstenschlägerMember of the Executive Board Deutsche Börse AG responsible for Xetra Division

Andreas PreussDeputy Chief Executive Officer Deutsche Börse AG responsible for Derivatives & Market Data Division

Jeffrey TesslerMember of the Executive Board Deutsche Börse AG responsible for Clearstream Division

Michael KuhnMember of the Executive Board Deutsche Börse AG responsible for Information Technology Division

Gregor PottmeyerChief Financial Officer Deutsche Börse AG

NYSE Euronext: “Powering The Exchanging World”Duncan NiederauerChief Executive Officer & Director NYSE Euronext

15.00 Break

15.30 Deutsche Börse / NYSE Euronext:“Driving Growth & Empowering Capital Markets”

16.30 Q&A

17.30 End

Agenda

4

MAKING MARKETS WORK

5

Ø 10-year transformative journey from a German equities market to one of the world’s leading providers of derivatives, risk management and post-trade infrastructure

Ø Pioneer & innovator in using technology to drive capital markets growth and efficiency

Ø Path to leadership position has involved M&A, partnerships and organic growth

Ø Eurex and Clearstream established as leading global brands, complemented by strong brands in cash equities and market data businesses

Ø Over the last 2 years, Deutsche Börse has focused on completing and integrating its portfolio of world-class assets, launching new products, expanding into growth markets and further driving efficiency

Ø Acquired majority in STOXX (leading European index franchise) and EEX (power & emissions)

Ø Rolled-out new products, established Clearstream operations in Singapore, launched partnership with CETIP in Brazil, expanded network into Asia

Ø Track record for cost discipline; 2010 efficiency program resulting in €150mn of cost savings by 2012

Ø Strategy yields exceptional cash flow generation, strong balance sheet and attractive distribution policy

Ø Merger with NYSE Euronext utilizes derivatives, risk management and post trade expertise of Deutsche Börse Group and accelerates growth opportunities

Path to creating a global leader

Deutsche Börse “Making Markets Work”

6

Source: Company filings; 1) Revenues include sales revenue and net interest income from banking business; external sales for IT; 2) Adjusted for costs for efficiency programs and non-recurring charges; 3) IT segment has been merged into Xetra, Eurex, Clearstream and MD&A since 1Q10; 4) Settlement & Custody (Clearstream) CAGR based on 2002 – 2010 time period; CAGR and EBIT margin exclusive of net interest income

Derivatives Market Data Settlement & Custody Cash equities(Eurex) & Analytics (Clearstream)4 (Xetra) Total

2000 - 2010 CAGR 18% 11% 13% (1%) 12%

Transformation delivers attractive growth and margin profile

Derivatives Market Data Settlement & Custody Cash equities(Eurex) & Analytics (Clearstream)4 (Xetra) Total

2010 margin 56% 61% 45% 49% 50%2000 - 2010 CAGR 40% 35% 13% 4% 18%

2000 revenues: €637mn¹

IT³18%

MD&A13%

Derivatives(Eurex)

25%

Cash equities(Xetra)44%

2010 revenues: €2,166mn¹

MD&A10%

Derivatives(Eurex)

40%


Settlement & Custody(Clearstream)

38%

2000 EBIT: €217mn

IT³31% MD&A

4%

Derivatives (Eurex)4%


2010 EBIT: €1,091mn²

MD&A13%

Derivatives(Eurex)

44%



32%


26%

Evolving leadership in key segments


7

10-year CAGR (%) 5-year CAGR (%) 1Q11 year-over-year growth (%)

Tota

l rev

enue

1

(mn) € 733

€ 2,227

2000 2010

€ 1,823 € 2,227

2005 2010

€ 543€ 583

1Q10 1Q11

+12% +4% +7%

€ 217

€ 1,091

2000 2010

€ 711€ 1,091

2005 2010

€ 273€ 330

1Q10 1Q11EBIT

2(m

n) +18% +9% +21%

€ 2.00€ 3.87

2005 2010

€ 0.95 € 1.20

1Q10 1Q11Earn

ings

per

sh

are2

€ 0.98

€ 3.87

2000 2010

+15% +14% +26%

Shifting business mix has driven impressive growth

Source: Company filings, FactSet1) Total revenue includes sales revenue, net interest income from banking business and other operating income2) Financials adjusted for non-recurring charges and costs for efficiency programs; 2004-2009 costs restated according to changes in financial reporting structure introduced in 1Q10


8

Europe’s largest derivatives market

Ø Attractive / high growth business (2010 margin of 56%, 2000-2010 EBIT CAGR of 40%)

Ø Leading position in European index and long-term interest rate derivatives

Ø Growing demand due to structural driversØ Risk management and new customer groupsØ Increased use of equity derivatives by investment fundsØ Application of algorithmic trading

Most sophisticated risk management in the world

Ø Eurex Clearing is Europe’s largest clearing house with more than €8,000bn in risk exposure cleared every month

0.5

12.2

14.9

10.5

8.6

6.4

5.6

4.5

4.4

1.3

HKEx

ICE

NDAQ

CBOE

BM&F

NSE

NYX

DB

CME

KRX

Global derivatives, ADV (mn) – 2010

Ø First clearing house to offer real-time risk monitoring and data for derivatives

Ø Client asset protection services offer full protection of clientassets and allow for immediate portability of positions to other clearing members

Ø Instituting portfolio based risk methodology that allows for cross-margining between listed derivatives, OTC interest rate swaps and equity derivatives

Source: Company filings, Futures Industry Magazine (March 2011)

Eurex – Leading provider of derivatives and risk management


9

Key highlights

Ø Key piece of global financial infrastructure (110 countries, 51 markets) provides platform to drive penetration of other productsØ German CSD accounts for less than 20% of revenues

Development of key indicators 2005 to 2010

Ø Primary activity in international OTC fixed income (i.e. Eurobonds)Ø Leading provider of custody, cross-border settlement and

collateral management services

Ø Deposit funding from high-investment grade customers (custodians, banks and central banks)

Ø Clearstream with strong “AA” rating profile

Ø Uniquely positioned to take advantage of capital market trends: Ø Settlement infrastructure overhaul in Europe

(e.g. “Target 2 Securities” initiative) and Ø Demand for collateral management services

Ø Established Asian business with Singapore operations hub and growing partnership with CETIP in Brazil

2010 revenues: €820mn1

Breakdown of 2010 total revenues

2005 2010 CAGR

Sales revenue €631mn €761mn 4%

Assets under custody €8.1tr €10.9tr 6%

Settlement transactions 88mn 116mn 6%

GSF outstandings €188bn €522bn 23%

Source: Company filings1) Revenues include net interest income from banking business

Clearstream – Poised for growth and positively exposed to rising rates


GSF8%

Net Interest Income

7%

Other14%

thereof: Investment

Fund Services

4.5%

Domestic Custody and Settlement

12%

International Custody and Settlement

59%

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Market Data & Analytics –Platform with strong index portfolio

Xetra –Leading cash business with diversified offering

Ø Premier index management and benchmarking business in STOXX

Front office data -

Xetra/Eurex44%

Issuer, mid- and back-office data

20%

Front office data - Others

36%

2010 revenues: €225mn

Floor trading9%Connectivity

8%

Xetra electronic

trading system

39%Central

counterparty for equities

17%

Other¹27%

Ø One of the largest liquidity pools in Europe with over 590,000 tradable instruments (stocks, bonds, certificates, warrants, ETFs/ETCs/ETNs)

Ø Best in class analytics and algorithmic trading offeringsØ AlphaFlash: machine readable economic / corporate news feedØ CEF: low-latency real-time data feeds

Ø Superior price discovery, transparency of a regulated market, integrated process chain from trading to clearing and transaction settlement – more than 189mn transactions processed in 2010

Ø Complete buy side and sell side offerings covering full range ofassets classes (equities, derivatives, fixed income, commodities)

Ø Diversified and stable revenue mix with ~35% non- transaction based revenues (listings, connectivity and technology)

Ø Non-transaction related revenue with a high recurring base Ø Efficient, high performance platform with margins consistently above 45%

2010 revenues: €262mn

Source: Company filings1) Other includes income from listing and cooperation agreements and IT sales revenue

Leading European cash market and superior market data product suite


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Ø Expenditures for organic growth initiatives and infrastructure raised to ~€120mn in 2011Ø Initiatives include expansion of product offering and development of new technologyØ Focus is on clearing and risk management

Ø Implementation of €150mn efficiency program accelerated by one year to 2012Ø Guidance for operating costs in 2011 reduced to €890mn (from €925mn)Ø Move to Eschborn resulted in further decrease of Group tax rate (26% in 1Q11)

Ø Focus is on maintaining the strong financial position and excellent “AA” credit rating profileØ Sound capital position; no significant increase of capital requirements expectedØ Stable dividend of €2.10 per share paid for 2010 (2009: €2.10)

Growth

Operatingefficiency

Capitalmanagement

Continued focus on growth and operating efficiency while maintaining strong financial position


12

Expand existing business1

Explore new product segments

2

Tap new growth regions

3

Expand value chain

4

Ø New trading technology (Optimise)Ø Functional service enhancements (e.g. co-location,

collateral re-use) Ø Partnerships (e.g. OTC trade repository with BME)

Ø Commodities (ETC’s, Xetra-Gold®), energy and emission rights (EEX)

Ø OTC derivatives clearing (credit, interest rate and equity derivatives)

Ø Asia (e.g. KOSPI® future, SGX cooperation, Sensex, Clearstream operations in Singapore)

Ø South America (CETIP)Ø Eastern Europe (e.g. opportunities in Russia)

Ø Risk management services (e.g. GC Pooling®)Ø Order capturing (e.g. quote request functionality for

buy side RFQ-hub)Ø Investment decision services (e.g. algo news feeds)

ExistingBusiness

Explore new

product segments

Expand value chain

Expan

d exis

ting

busin

ess

Tap n

ew gr

owth

region

s

1 2

4 3

Dimensions Examples

Growth strategy defined along four dimensions

Deutsche Börse “Making Markets Work” / Growth

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Xetra DAX XLM in basis points for €25,000 volume1

6.86.97.7

Mor

e liq

uid 14

6

4

2

0

-12%

1Q1120102009

12.9

2008

12.6

2007

1) XLM quantifies the Market Impact costs in a single figure. The measure is calculated over the whole trading day for every instrument in continuous trading on Xetra. The lower the XLM the less Market Impact costs arise trading an instrument, the higher is the instrument’s liquidity and efficiency in order book trading.2) Independent provider of best execution analyses; February 2011 report

ØMarket quality measured with the Xetra Liquidity Measure (XLM; implicit transaction costs) has improved significantly since 2006; spike in 2008 and 2009 crisis/uncertainty related

Ø LiquidMetrix2 reported “Xetra had the lowest spread and deepest order books in DAX instruments“ØMarket share in DAX instruments over the last 12 months stable at around 70 percent

Xetra trading volume (monthly average; €bn)

1Q11

+36%120

2010

103

2009

88

2008

179

2007

204

Volume recovery and improvement of market quality

Deutsche Börse “Making Markets Work” / Growth / XETRA

14

International participant network and diversified order flow

Ø Deutsche Börse has the largest participant network amongst European exchanges: 251 member firms and more than 4,600 traders

Ø 10 new member firms have been connected in 2011 accounting for 2 percent of trading volume

Ø New 10 Gigabit data link between Frankfurt and London in conjunction with a new Access Point in the UK allows for lowest possible latency

Ø Increased data center capacity and further improved execution times for co-location customers as part of Equinix cooperation

Ø Introduction of FIX interface in 2011 to allow for fast and cost efficient member connection

Xetra network

Diversified order flow

Proprietary, arbitrage & high frequency trading

Institutional Investors

Retail Investors

Ø “Liquidity attracts liquidity”: High liquidity and diversified order flow attracts broad range of customer types

UAE

SpainItaly

Luxembourg

Ireland UK

Sweden

NetherlandsGermany

HungaryFrance

Belgium

Gibraltar

Switzerland

Czech Republic

Cyprus

Bulgaria

Austria


15

ResultsØ By far broadest product range and straight-through-processing

distribution network in Europe:

ObjectivesØ Harmonization of trading infrastructure to increase operating

efficiency for market participants and Deutsche BörseØ Improved technology for reliable trading and low latency Ø International access to all products traded on the Frankfurt Stock

Exchange through Xetra network (doubles member base for floor trading)

Ø Improvement of market quality through:§ Performance oriented incentive schemes§ Integrated fee model under which market specialists are

compensated by Deutsche Börse§ Specialist as experts in development of corporate trading and

partner to issuers

On 23 May 2011 the Frankfurt floor trading has been successfully migrated to the Xetratrading system

Floor migration to Xetra system further expands network

More than700.000 products

~10.000 equities~850 ETFs & ETPs

~25.000 bonds~3.000 mutual funds

~700.000 certificates & warrants


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Highly attractive ETF product offering

2007 2008 2009 2010 1Q11

ETFs ETPs

64 82121

167 171278401

759 787

547

2007 2008 2009 2010 1Q11

Assets under Management Listed products

ETFs: Assets under management (€bn) & listed products

Order book turnover (€bn)

9.311.0 12.0

14.617.5

Ø Europe’s first ETF segment launched in 2000; since then leading platform for ETFs

Ø Offering characterized by:§ Efficient trading model and CCP§ Attractive market maker program§ High transparency standards with indicative

net asset value measurement§ Cross asset class implementation of

investment and trading strategies (derivatives, equities and ETFs)

Ø Excellent growth rates both in terms of assets under management (€171bn) and number of products available (~800)

Ø In 2006 introduction of Exchange Traded Commodities (ETCs) and in 2009 introduction of Exchange Traded Notes (ECNs) to further diversify offering

1) Exchange traded products: ETCs (exchange traded commodities), ETNs (exchange traded notes)

1

Share of total Xetra turnover

14%13%12%6%4%


17

I II

IIIIV

Products/Markets

Distribution

Clearing Technology

Grow networkAsia growth initiative

Manage risk & settlementRisk and Collateral Management,

OTC Clear, Client Asset Protection

Offer state of the art technologyNew interfaces, connectivity and backend systems

Add products/marketsDividend productsEurex RepoEEX

Eurex business model – Success factors

Eurex: Global industry leadership

Eurex is growing in all key dimensions

Deutsche Börse “Making Markets Work” / Growth / EUREX

18

Sales

Ø 19 Direct memberships plus 1 branch (Dubai: 4 + 1 branch, Singapore: 4, Hong Kong: 4, Taiwan: 5, Australia: 1)

Ø Penetration in new markets initiated: Taiwan (2009), South Korea (2010), India (2010), Mainland China (2011)

Ø 21mn contracts traded out of Asia in 2010: increase of 29% vs. 2009 and 270% vs. 2008Ø Launch of the Asia Training & Education initiative in August 2010, with more than 500 industry professionals

trained in Taiwan, Hong Kong, Singapore, India, Japan and Mainland China so far

Regulatory Ø Relationships with all relevant regulatory bodies established (MAS Singapore, SFC Hong Kong, FSA Japan, ESCA Abu Dhabi, DIFC Dubai, ASIC Australia, SFB Taiwan)

Product cooperations

Ø Korea Exchange (KRX)§ Implementation of Eurex/KRX link launched with the listing of Eurex KOSPI product in August 2010§ 166,000 contracts traded in 2010; ADV of 17,000 contracts year to date§ 1mn contracts traded since launch

Ø Other co-operations under build up; Singapore Exchange (SGX) / EURO STOXX 50® derivatives denominated in USD, Tokyo Financial Exchange (TFX) / DAX CFD on TFX; Bombay Stock Exchange (BSE): SENSEX futures and options on Eurex.

Achievements

Ø Representative offices set up in Hong Kong (new access point will go live in June), Tokyo and a branch office in SingaporeInfrastructure

Distribution: Significant growth in volumes and memberships fromAsia


19

Ø Income protection – Dividend derivatives allow investors to lock in expected & implied dividends to assure income returnsØ Hedging of dividend risk – Particularly for structured products and equity optionsØ Isolation of price return/capital growth on equitiesØ Underlying for dividend linked securities

Key drivers

Ø In June 2008, Eurex launched its Euro STOXX 50® index dividend futures

Ø Volumes increased to around 5mn contracts in 2010

Ø Dividend index derivatives accounted for ~€12mn sales revenue in 2010

Ø At the end of April 2011, open interest was ~651,000 contracts

Ø In 2010, expanded product offering with the launch of single stock dividend futures and options on Euro STOXX 50® index dividend futures

0

100,000

200,000

300,000

400,000

500,000

600,000Ju

n-08

Aug-

08

Oct

-08

Dec

-08

Feb-

09

Apr-

09

Jun-

09

Aug-

09

Oct

-09

Dec

-09

Feb-

10

Apr-

10

Jun-

10

Aug-

10

Oct

-10

Dec

-10

Feb-

11

Apr-

11

Trad

ed c

ontr

acts

0

100,000

200,000

300,000

400,000

500,000

600,000

700,000

800,000

Ope

n in

tere

st

Order book volume OTC volume Open interest

Products: Strong growth in Eurex EURO STOXX 50® index dividend futures, dividend product group expanding


20

1) 20 day moving average; single counted2) Includes multi-currency repo volumes

Eurex Repo operates markets in secured funding andfinancing with more than 300 financial institutions and

more than 1,200 users across Europe

Ø EUR Market: +24% (€126.7bn)

Ø GC Pooling Market: +23% (€ 98.7bn)

Ø CHF Market: +77% (CHF197.9bn2)

Average outstanding volume in March 2011

Ø EUR Market: 80 (+9 in 2011)

Ø Thereof GC Pooling: 64

Ø CHF Market: 173 (+2 in 2011)

Participants

Development of outstanding volumes1

Ø GC Pooling & EUR Repo Market§ Anonymous, quote-driven market model with CCP§ Collateral management & settlement at Clearstream

Ø CHF Repo Market & OTC Spot Market§ Bilateral market model § Settlement at SIS/SIC§ Multi-currency segments (CHF, EUR, USD, GBP)

Eurex Repo Markets

EUR

Rep

o / G

C P

oolin

gC

HF

Rep

o / O

TC S

pot

€250bn

€200bn

€150bn

€100bn

€50bn

2001 to 2010 CAGR: 31%

Markets: Eurex Repo is growing in all segments; increasing demand for secured money market products


21

Eurex/EEX will playan active role in the ongoing market consolidation process, based on its core competencies:Ø distribution,Ø products,Ø technology andØ clearing

ØUtilize the global distribution network of Eurex, particularly to extend the reach of EEX to the US and Asia

Ø Become a multi asset class provider, in order to satisfy financial investor's demand for non-financial trading opportunities (and vice versa)

ØMake available Eurex technology to other EEXmarket places, fostering market linkage initiatives

Ø Expand the clearing link between Eurex Clearing and European Commodity Clearing to foster interaction betweenparticipants in the financial and the physical market

Distribution

Products

Technology

Clearing


Markets: European Energy Exchange (EEX) will be the leading European market place for energy

22

Technology: Major technology initiatives well under way

New interfaces Enhanced connectivity

Ø New Direct Trading Interface (DTI) and Market Data Interface (MDI) at ISE

Ø New FIX interfaces at Eurex for:- order management (FIX)

- market data (FIX/FAST)- Clearing (FIXML)

Ø New 10 Gigabit network connectivity in Equinix to provide higher throughput and lower latency

Ø Equinix data center becomes true co-location site (matching engines moving to Equinix)

2011

New backends

Ø New trading platform being rolled out at ISE; 900 of 2000 products migrated to date – to be completed in July

Ø Migration successful to dateØ Positive customer feedback on

overall performance

Ø New risk calculation platform Ø New trading systemØ New clearing system

Benefits

Ø Introduction of zero footprint interfaces – minimizing customer impact

Ø Enhanced throughput and minimized latency

Ø Increased operating efficiency, performance and shortened release cycles

Ø Faster time to market for new functionality and new products

201X


23

Ø Effective Risk Management services -Portfolio risk management § Cross margining between listed and OTC;

significant margin and collateral efficiencies

Ø Eurex Clearing CCP services for OTC Derivatives§ Eurex OTC Interest Rate and Equity Derivatives§ Eurex OTC Securities Lending

Ø Collateral management services§ Accepted collaterals§ Collateral locations

Ø Client Asset Protection service§ Protection of client assets§ Immediate portability of positions and assets

Market requirements Eurex Clearing services expansion

Ø Capital efficiency

Ø Demand for clearing of OTC transactions

Ø Operational efficiency,

Ø Legal certainty

Strategic objective

Ø Industry leader in risk managementmethodology and functionality

Ø Full service offering and product coverage across asset classes for clearing European listed and OTCderivatives

Ø CCP of choice for Buy-Side: Strong Default Protection

Clearing: Eurex Clearing is enhancing risk management and growing service offering


24

I II

IIIIV

Products/Markets

Distribution

Clearing Technology

Grow networkEnhance global distribution

reach across geographies and customer target groups

Manage risk & settlementEnhanced risk management and

expanded clearing service offerings

Offer state of the art technologyIndustry leader in efficient market operations based on superior system performance, integrity and resiliency

Add products/marketsBroaden product and service offerings across asset classes

Eurex: Global industry leadership

Eurex is well positioned for future growth

Eurex business model – Success factors


25

Sustainable growth delivery through content innovation

122 122 122 130148

168181 189

225

46 45 4659

88107 106

128

36

2002 2003 2004 2005 2006 2007 2008 2009 2010Sales revenue EBIT

n MD&A supplies tradable content to capital market stakeholders worldwide

n Business is based on less volatile revenue drivers compared to Deutsche Börse’s trading businesses:

n Trading Signals: number of units with access (i.e. legal entities, people, terminals, computers)

n Indices + Benchmarks: number of issuers and underlyings, trading activity and assets under management

n Others: number of content offerings, subscribers and transactions

n Ongoing introduction of new tradable content: 15% of sales revenue generated with products that have been on the market for less than 3 years

n Increasing revenue share from products independent of Deutsche Börse´s venues

n Products also serve as a basis for revenue generation in other segments (e.g. DAX future, ETF listings)

Sales revenue: 11% CAGREBIT: 19% CAGR

1) Adjusted for restructuring expenses

1

Deutsche Börse “Making Markets Work” / Growth / MD&A

Sales revenue and EBIT (€mn)

26

Ø Launch of AlphaFlash Asia products (Events from China, Japan, Singapore, Australia)Ø Launch of AlphaFlash

Corporate News GermanyØ Launch of InsightMed –

Pharma sentiment signals ØRoll out of AlphaFlash feeds to

Asian data centers (Sydney, Singapore, Tokyo)

Achievements in 2010 & 1H11

Ø Expand connectivity to AlphaFlash into Latin America data centers and other hotspots, globally

Ø Launch AlphaFlash Global Treasury Auctions

Ø Roll out AlphaFlash Corporate News to other listing markets

Ø Continuously launch other new trading signals and triggers e.g. Eurex ICAP Swap Spreads

Ø Become leading independent source of tradable content for capital market stakeholders worldwide

Ø Expand distribution network for existing and new content globally

ØCreate new innovative trading signals and triggers

Strategic Aspirations Outlook 2H11 & 2012

Trading Signals: Leading source of tradable content, globally


27

Ø Launch of the new global family of STOXX in February with more than 1200 new indices

Ø Launch of innovative strategy indices, e.g. Faith based indices (Christianity index, Islamic indices), new sustainability indices (ESG leaders indices, Sustainability index) and risk control indices

Ø Establishment of dedicated sales and customer service teams in the US, Hong Kong and Singapore

ØMigration to new index factory - development and calculation platform (Indexium) increasing flexibility and innovation speed

ØGlobal index family of STOXX

ØOngoing introduction of innovative specialty/ strategy indices overlaying the global family

Ø Become recognized leader for tradable indices worldwide

Ø Position global family and associated datasets in the benchmarking world (buyside)

ØGenerate substantial revenues in all regions across the globe, especially from new clients operating out of the US and Asia

Indices and Benchmarks: Global roll-out of STOXX indices

Achievements in 2010 & 1Q11Strategic Aspirations Outlook 2011 & 2012


28

Key highlights

Ø Key piece of global financial infrastructure (110 countries, 51 markets) provides platform to drive penetration of other productsØ German CSD accounts for less than 20% of revenues

Development of key indicators 2005 to 2010

Ø Primary activity in international OTC fixed income (i.e. Eurobonds)Ø Leading provider of custody, cross-border settlement and

collateral management services

Ø Deposit funding from high-investment grade customers (custodians, banks and central banks)

Ø Clearstream with strong “AA” rating profile

Ø Uniquely positioned to take advantage of capital market trends: Ø Settlement infrastructure overhaul in Europe

(e.g. “Target 2 Securities” initiative) and Ø Demand for collateral management services

Ø Established Asian business with Singapore operations hub and growing partnership with CETIP in Brazil

2010 revenues: €820mn1

Breakdown of 2010 total revenues

2005 2010 CAGR

Sales revenue €631mn €761mn 4%

Assets under custody €8.1tr €10.9tr 6%

Settlement transactions 88mn 116mn 6%

GSF outstandings €188bn €522bn 23%

Source: Company filings1) Revenues include net interest income from banking business

Clearstream – Poised for growth and positively exposed to rising rates

Deutsche Börse “Making Markets Work” / Growth / CLEARSTREAM

GSF8%

Net Interest Income

7%

Other14%

thereof: Investment

Fund Services

4.5%

Domestic Custody and Settlement

12%

International Custody and Settlement

59%

29

Revenue and Expense development (€mn)

Ø Custody: Growth in international assets under custody, despite reduction in structured products

Ø Settlement: German domestic market reduced in line with market evolution

Ø Net interest income: customer overnight deposits averaged €7.0bn in 2010, €8.1bn in 1Q11

Ø Strong volume increase in Global Securities Financing volumes also strengthening custody market share

Sales revenue less operating expenses (€mn)1

Cost drivers

1) Sales revenue excluding net interest income2) Operating expenses exclude restructuring expenses 2010: €45.5mn; 2009: €12.5mn

Resilient revenue in core activities paired with strict cost management as foundation of future growth

Revenue drivers in 2009 and 2010

Ø Cost synergies delivered by the Clearstream integration and the Restructuring and Efficiency Program underpin a consistent cost performance

Ø Operational capacity increased significantly against a reduced cost base; volumes handled per staff member increased by 75% between 2004 and 2010

Ø Operations nearshoring to Clearstream Operations Prague covering 140 positions and being extended in 2010-2012 within the Group Restructuring and Efficiency program

579 631 702 771 773 743 761

(521) (532) (553) (642) (535) (524) (495)

2004 2005 2006 2007 2008 2009 2010

Sales revenue NII Operating expenses

5899

149129

238219

266

2004 2005 2006 2007 2008 2009 2010²

76 112 150 231 97 59237


30

1) International OTC settlement transactions; monthly averages for the period in million

Net interest income expected to benefit from growth of cash balances and positive interest rate cycle

Settlement transactions1 & cash balances Central bank rates & net interest income

1.3 1.41.7 1.8 1.9

2.32.5

€ 8.1

€ 6.9

€ 5.7€ 5.6

€ 6.4

€ 3.8€ 3.7

0

0.5

1

1.5

2

2.5

3

2005 2006 2007 2008 2009 2010 1Q110

1

2

3

4

5

6

7

8

9Settlement transactions in mn Avg. cash balances in €bn

`

59

113

151

231237

97

16

0

50

100

150

200

250

2005 2006 2007 2008 2009 2010 1Q110

0.2

0.4

0.6

0.8

1

1.2

Net interest income in €mn Fed fund rate

ECB refinancing rate

`


31

Regulatory capital requirements (€mn) Risk profile

Clearstream operates with a conservative risk profile

Ø Risk weighted assets are driven by overnight investment of customer cash

Ø Money market investments made with highly rated counterparties on a collateralized basis

Ø Credit facilities intended for intraday usage to facilitate efficient settlement

Ø Credit exposures in cash and securities lending largely collateralized

Ø Capital base comfortably covers operational risk under Advanced Measurement Approach

Ø Significant buffer to cover growth and Basel III requirements

811

732

650 666 659

799763

92 114 130171

287

354

211

2004 2005 2006 2007 2008 2009 2010

Total (Tier 1) Capital Capital Requirement

\

70.2% 51.4% 40.0% 31.2% 18.4% 18.1% 28.9%

1

1) Risk weighting of exposures collateralized with senior obligations of highly rated issuers (e.g. Grand Duchy Luxembourg) reduced by the supervisor in 2010

Total capital ratio


32

GSF outstandings (€bn)

Clearstream has developed into a global liquidity and risk management hub by expanding the GSF service offering

Liquidity and risk management hub for the industry

Ø By significantly expanding the service offering beyond settlement and custody Clearstream has developed into a liquidity and risk management hub for the financial industry

Ø The liquidity and risk management hub delivers integrated securities lending, borrowing and collateral management services in cash, fixed-income and equities as part of the GSF offering

Ø Clearstream’s sophisticated systems allow a high degree of flexibility enabling the broad range of participants to implement individual service requirements

Ø Seamless connections to GC Pooling, a Eurex service, which enables re-use of securities at the Bundesbank in order to access ECB liquidity

Ø As part of the global liquidity hub concept Clearstream is delivering: multi currency eligibility, multi time-zone eligibility, multi central bank money access eligibility and multi segment eligibility.

The evolution

€ 0

€ 100

€ 200

€ 300

€ 400

€ 500

€ 600

Jul-03 Dec-04 Jul-06 Jan-08 Jul-09 Jan-11

2009 2010 Peak (€bn): 15 Dec 2010 512 576

Participants 375 413

Securities lending pool (€bn) 285 300

Daily collateral movements 38,000 40,000


33

Strong foundation for growth

Ø Through its Investment Fund Services offering, Clearstream seeks to establish a European Funds Hub

Ø The open architecture order routing platform, Vestima +, gives access to a wide number of fund distributor clients

Ø Clearstream’s Central Facility for Funds enables Transfer Agents to centralize subscriptions and redemptions on one Clearstream account providing agents with efficiencies and distributors with access to secondary settlement

Ø Current strategic investments will provide a foundation to accelerate:

§ the centralization of funds issuance

§ the globalization of ETFs in the international funds space

Number of Vestima+ clients

0

50

100

150

200

2004 2005 2006 2007 2008 2009 2010

01,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

2004 2005 2006 2007 2008 2009 2010

22015819316211376

4,1925,170

7,5527,925

6,088

7,0398,100

147

Market potential (€bn) 1

Clearstream Luxembourg Ireland Rest of world

45.4

2009

Total Sales Revenue (€mn)

Investment Fund Services

15.153.1

1Q112010

1) Total Net Asset Values of Funds issued by jurisdiction, 2010

Clearstream seeks to establish a European funds hub as part of the Investment Fund Services offering


34

2006 2007 2008 2009 2010 2011 2012 2013 2014

MIFID1, Code of Conduct ECB / CESR - EMIR – SLD – CSD Regulation – UCITS IV – Basel III – CRD IV

Magellan strategy

Ø Interoperability / partnerships

Ø Excellence in asset servicing

Ø Global collateral management

Ø Market solutions for investment funds

Clearstream strategy

External environment

Link Up Markets

ECB TARGET2-Cash

Euroclear Single Platform Custody (phased implementation)

Euroclear Single Platform Settlement (on-hold since Q1/2009)

Attempts by custodians to move down value chain / Infrastructure providers to move up the value chain

ECB TARGET2-Securities (T2S)

Value Added ServicesØ Global Liquidity HubØ European Funds Hub

Actively positioning Clearstream in a changing environment

Ø Markets in Financial Instruments Directive (MIFID)

Ø European System of Central Banks (ESCB); Committee of European Securities Regulators (CESR)

Ø European Market Infrastructure Regulations (EMIR)

Clearstream 2013 StrategyØ Cross Border ServicesØ Global Value Added ServicesØ Asia Pacific and Latin American reach

Ø Securities Law Directive (SLD)

Ø Undertaking for Investments in Transferable Securities IV (UCITS IV)

Ø Capital Requirements Directive IV


35

Competition for domestic settlements open up significant market opportunities; Clearstream positioned to succeed by building on Cross Border Services, custody

excellence and the Risk Management Liquidity Hub:

Ø T2S will expose Clearstream to migration costs in the period 2011 to 2015 and higher marginal costs once launched, but …

Ø … T2S will also accelerate Clearstream’s entry into the €1–2bn custody agency market in Europe as one of a few relevant providers

Ø Collateral Management Services via the Liquidity and Risk Management Hub will be a key differentiator

Ø Full market and asset class coverage: fixed income, equities and investment funds

Value added services

Ø Broad market coverage supported by Link Up Markets and, ultimately, T2S

Ø Reliable and STP process

Ø CSD and ICSD settlement

Pan-European custody

European market infrastructure developments


36

Funds order routing

Domestic CSD

Cross Border CSD Settle-ment

Multi-venue local

custody

General Clearing Services (GCM)

CrossBorder asset

servicing

Fundsissuance

SecuritiesLending

FundAccount-

ing

Fund Admin

Asset Manager /

Hedge Fund

services

AssetMgt /

Advisor

State Street

Primary securitiesissuance

Internal Settle-ment

netting

Repo / Collateral

Mgt

Corp-orate Trust

BNYM

Clearstream

Euroclear

BNP Paribas Securities Services / Citibank GTS

SIS

DTCC

1

?

? ? ?

?

1) In conjunction with partners

Clearstream’s strategy will increase its coverage of the securities processing value chainMarket infrastructure providers (CSD / ICSD)

Banks / Global Custodians

1


37

Processing more volume while containing costFor the past years, Deutsche Börse IT managed higher processing volumes at stable cost

Example: Eurex Production Backend Operations

Ø Deutsche Börse experienced continuous growth of transaction volumeØ With respect to the exchange systems, quote volume increase is outpacing growth of trading) volumeØ While extending and enhancing the systems, Deutsche Börse IT kept operating cost contained

Ø Quote volume increase due to growing share of high-frequency trading

Ø Cost relating to IT operation of the Eurex trading and clearing backend have been contained despite growing system size, complexity, and performance

CAGR

0

2

4

6

8

10

12

14

2005 2006 2007 2008 2009 2010 1Q11

Cost Quotes

51%Quotes

5% Cost

Rel

ativ

e U

nits

(200

5=1)

Deutsche Börse “Making Markets Work” / Growth / IT

38

Initiatives in order to further improve performance:

1. A new host infrastructure allows for an additional latency decrease of 30%. At the same time, enlarged co-location facilities will allow to offer performance services to more customers, while an enhanced co-location network infrastructure further reduces latency. Implementation starts in Q3 2011.

2. The new system platform is designed to incorporate high-performance hardware and software components, where appropriate. At OptimISE, latency values of 300 µs are currently measured in production.

Ø The global trend towards automated and algorithmic trading is driving throughput and latency requirements of trading systemsØ To address this trend, Deutsche Börse IT continuously increased the performance of trading infrastructures and rolled out new low-

latency interfaces Ø Over the past years, Deutsche Börse IT squeezed transaction latency below 1 ms (30% quantile of Eurex transactions, measured at

gateway)

Deutsche Börse IT is continuously decreasing round-trip times while increasing system capacity

Further performance enhancements

Ever faster processing

[msec]


Eurex: Evolution of quote volume and latency

Rou

ndtri

p Ti

me

at G

atew

ays/

Acc

ess

Poi

nts

in m

illis

econ

ds

Average Quotes per D

ay

0.9 ms

Projection

Log

scal

e Quote CAGR = 50.9%

Latency CAGR = - 46%

1)

2)

0

100 mn

200 mn

300 mn

400 mn

500 mn

600 mn

700 mn

800 mn

0

1

10

100

Round-trip time (30% quantile) Projected RTT

Quotes Projected Quotes

39

Design principles for Deutsche Börse IT's forward-looking application architecture:

Ø Automated regression test allowing for fully tested software adaptation in less than one week

Ø Zero footprint and standards-based interfaces supporting backward compatibility eliminate impact for customers. This makes backend changes independent from customers

Increase of release frequencyØ The delivery of release

requirements is more efficient based on the new software development methodology and DBG's new application architecture: up to 40% less effort for the same demand. This also reduces elapsed construction time

More efficient service adaptationØ Broader choice of software

solutions, including own-developed, commercial and open source software. Thus, the selection of most adequate solution for the requirement is possible

Ø Since non-differentiating software can be purchased, more development work is available for differentiating the service

Choice of components

Ø Clear, modular concept, allowing a choice between self-developed software and third-party components and among the latter between Open Source and commercial products

Ø Strict separation of technical and functional layers, featuring high reuse of technical and non-differentiating functional components

Ø Continued rollout of messaged-based zero footprint interfaces, comprising high-performance trading interface solutions and standards-based interfaces for trading and clearing

Ø Software Development Methodology featuring agile concepts as well as an increased degree of automation in code build, test and documentation, in particular including an automated system and regression test

New architecture and development principles featuring “More and Faster”


Software Architecture and Development PrinciplesAcceleration of Service Adaptation

40

Standardization of hardware inventory and basis software pushes efficiency to a new level

Ø Decrease of inventory requirements by better utilization of infrastructure, using virtualization and Cloud concepts

Ø Streamlined management processes supporting service delivery

Ø Re-balancing of system load through dynamic allocation of resources and also providing better means of disaster recovery

Ø Choice of hardware vendors (resulting from the Linux-compatibility of DBG-IT's platform architecture) yields higher purchasing power

Hardware purchasing savings Inventory rationalization

Ø The usage of x86-based hardware and Linux allows usage of off-the-shelf base software components with minimal adaptation effort

Base software savings

The hardware independence of Deutsche Börse IT's platform strategy provides flexibility to run applications on commodity (e.g. x86-based) hardware and only invest in high-performance hardware where required.

On basis of a homogeneous IT inventory, comprising backend platforms and running Linux as an operating system, this inventory is geared for virtualization and the implementation of a private Cloud. Thus Deutsche Börse IT is able to realize efficiency gains in both inventory and support processes:

Ø Standardized technologies to form large server pools. CPU resources will converge to Linux and open source software: number of Linux servers to double by 2013

Ø Virtualization of hardware resources, decoupling infrastructure from application services

Ø Standardized, integrated network solution for all computer resources

Hardware and base software measures featuring:


Provision of Virtualization and a Private CloudMaking best Use of the Infrastructure

41

Ø More efficient delivery of service adaptations

Ø Modularity allows for selection of appropriate components, providing optimal solutions

Ø New architecture opens up a new dimension with respect to scaling

Ø Standardization enhances flexibility in resource allocation, e.g., for absorbing volume peaks

Ø Platform components at better price / performance ratio

More More

Ø Automation in software build and test allows for reduction of elapsed adaptation time

Ø New development methodology using agile concepts provides for accelerated delivery

Ø Technology stack with potential for ongoing improvement of processing times

Faster Faster

Deutsche Börse IT portfolio is a solid foundation for the future

DBG-IT is prepared to take the challenge of maintaining and improving today's service levels while containing IT costs

Service Delivery Service Adaptation

Service delivery and service adaptation is accelerated and output increased while:Ø Keeping costs containedØ Maintaining or even extending the current high levels of e.g. availability, reliability and

scalability of services


‘More’ and ‘Faster’: We are on track for the future

42

25

115

150 150

90

35

1525

110.7

2010 2011E 2012E 2013E

Implementation of program to optimize processes and costs significantly accelerated (€mn)

Cost savings

Costs for efficiency programs

Franchise supported by disciplined cost structure

Source: Company filings1) Financials adjusted for non-recurring charges and costs for efficiency programs2) Total revenue includes sales revenue, net interest income from banking business and other operating income3) EBIT includes result from equity investments of €5mm in 2005 and €12mm in 2010

Scalable platform and disciplined cost structure (€mn)1

2005³ 2010³

+3%

+55%

+22%

EBIT: € 1,091% margin: 49%

EBIT: € 711% margin: 39%

Total costs:€ 1,118

Total costs:€ 1,147

Total revenue:€ 1,8232

Total revenue:€ 2,2272

Deutsche Börse “Making Markets Work” / Operating Efficiency

43

Transition reduced 2011 cost guidance (€mn)

Reduced 2011 cost guidance1

Ø Operating cost guidance reduced from €925mn to €890mn and volume related cost guidance changed from €235-255mn to around €255mn

Ø Guidance for total costs in 2011 is €1,145mn (from €1,160-1,180mn); on a like-for-like basis, total costs are down to €1,105mn (adjusted for earnings neutral technical changes due to volume related costs)

Transition volume related costsØ ISE/Xetra: Higher volume related costs due to liquidity

payments as part of revised fee models: +€25mn/+€15mnØ Cost savings: Accelerated implementation of efficiency

measures results in €115mn cost savings by 2011 (instead of €85mn): −€10mn volume related costs

Ø Clearstream: Lower than anticipated increase of volume related costs: −€10-30mn

Transition operating costsØ Cost savings: Accelerated implementation of efficiency

measures: −€20mn operating costsØ Depreciation & Amortization: Reduced regular depreciation

of intangibles due to impairments in 2010: −€15mn

20

Reduced cost

guidance 2011

1,145

890Operating

costs

255Volumerelatedcosts

-D&A

15

-Cost savings

-Clear-stream

30

-Cost savings

10

+Xetra

15

+ISE

25

Original cost

guidance 2011

1,160-1,180

925Operating

costs

235-255Volumerelatedcosts

Volume related cost Operating cost

§ Technical change to volume related costs§ Earnings neutral

because of corresponding increase of sales revenue

§ Cost reductions volume related and operating costs

1) Guidance excludes costs for efficiency programs (€20mn) and merger related costs

+€40mn -€75mn

Guidance for 2011 operating costs reduced


44

2007 2008 2009 2010 2011E

Tax guidance (effective Group tax rate)

1) Adjusted for non-taxable book gain from sale of Clearstream headquarters (€120mn)2) Adjusted for ISE impairment and costs for efficiency programs3) Adjusted for €20mn interest on expected tax payments

35.6%1

28.5%26.9%2

~26%26.9%2,3

2007 Effective Group tax rate 35.6%1

2008 Effective Group tax rate 28.5%, includes the following effects:- German tax reform- ISE acquisition- Relocation of ~50% of Frankfurt based

staff to Eschborn in June 2008

2009 Effective Group tax rate 26.9% due to ~50% of Frankfurt-based staff located in Eschborn

2010 Tax guidance for around 26%, reflecting all Frankfurt-based staff now located in Eschborn

Effective group tax rate reduced by ~10% within 5 years


45

Ø Under its Capital Management Policy, Deutsche Börse from 2005 to 2008 completed the largest capital distribution program in the exchange industry (€2.9 billion, thereof €1.0 billion dividends and €1.9 billion share buybacks)

Ø In 2009, Deutsche Börse implemented an interim holding for Clearstream (“ring fencing”) to strengthen the “AA” credit rating

Ø Highly cash generative business model allowed for stable dividend in 2009 and 2010 (€2.10 per share) despite the difficult market environment at the time

Deutsche Börse “Making Markets Work” / Capital Management

Ø Continuing past practice, Deutsche Börse AG distributes funds not required for the Group’s operating business and further development to its shareholders

Ø The capital management policy foresees a dividend payout ratio of 40 to 60 percent complemented by share buy-backs

Ø Both distribution components are subject to capital requirements, investment needs and general liquidity considerations

Ø Due to its considerable clearing and post-trading business activity, Deutsche Börse Group is focused on maintaining a strong credit and rating profile, including Clearstream Banking S.A.’s strong “AA” credit rating

Capital Management Policy

Deutsche Börse is focused on maintaining its strong credit and rating profile while pursuing an attractive distribution policy

46

Minimum requirements Actuals (31 December 2010)Capital management metrics

€150mSubordinated participation rightsIssued by Clearstream Banking S.A. to Deutsche Börse AG

8.0%8.0%

Solvency ratio Clearstream subgroupEurex Clearing AG

€700m€250m

Tangible equityClearstream International S.A.Clearstream Banking S.A.

16.0xInterest coverage (Group level) EBITDA to interest expensesfrom financing activities1

1) For calculation of interest coverage ratio only 50 percent of the interest expenses for the hybrid bond are applicable; adjusted for costs for efficiency programs2) FY2009

€150m

28.9%64.2%

€799m€526m

16.8x2

Ratings Deutsche Börse AG “AA” Standard & Poor’sClearstream Banking S.A. “AA” Standard & Poor’s, Fitch Ratings

Capital Management – Overview key metrics

Deutsche Börse “Making Markets Work” / Capital Management

47

POWERING THE EXCHANGING WORLD

48

ØStrong 1Q11 highlights strength and operating leverage of our model§ Further evidence of our ongoing transformation

ØOur strategy is to build a capital markets community and drive the evolution of the exchange industry§ Leverages leading position in the global capital markets to bolster service offerings and

create the hub that brings together a capital markets community to facilitate and drive innovation

§ Generates value for NYX shareholders through operating leverage and new revenue opportunities

§ Reduces dependency upon cyclical markets; enhances competitive position

ØStrong shareholder returns since 2009 validate our direction

ØCombining with Deutsche Börse accelerates our successful strategy§ Compelling rationale in terms of both strategy and savings

§ Positioned to lead industry evolution

§ Substantial balance sheet strength

Moving forward from a position of strength

NYSE Euronext “Powering the Exchanging World”

49

(mn, except per share data)

1) Includes activity assessment fee2) Transaction-based expenses include Section 31 fees, liquidity payments, routing and clearing fees3) Results exclude the impact of merger expenses and exit costs4) Results exclude deferred tax benefit

% ∆ 1Q11 % ∆ 1Q11 1Q11 4Q104 vs. 4Q10 1Q10 vs. 1Q10

Total Revenue¹ $1,148 $1,045 10% $1,083 6%

Transaction-based Expenses² $469 $432 9% $438 7%

Total Revenues, Less Transaction-based Expenses $679 $613 11% $645 5%

Fixed Operating Expenses3 $415 $425 (2%) $427 (3%)

Operating Income3 $264 $188 40% $218 21%

Net Income3 $177 $120 48% $140 26%

Diluted EPS3 $0.68 $0.46 48% $0.54 26%

Diluted Share Count (in millions) 262 262 261

Operating Margin 3 39% 31% 8 ppts 34% 5 pptsEBITDA Margin 3 49% 44% 5 ppts 44% 5 ppts

Ope

ratin

g Le

vera

ge

1Q11 financial results


50

1) Defined as total revenues, less transaction-based expenses comprised of Section 31 fees, liquidity payments and routing and clearing fees. Information Services and Tech Solutions are total revenue2) Excludes impact of merger expenses and exit costs

Net revenue1

(mn)

Operating income2

(mn)

Operating margin (%)

$ 328 $ 310 $ 312

1Q10 4Q10 1Q11

$ 125 $ 99 $ 106

1Q10 4Q10 1Q11

34 32 38

1Q10 4Q10 1Q11

$ 236 $ 188

$ 224

1Q10 4Q10 1Q11

$ 146

$ 91 $ 130

1Q10 4Q10 1Q11

5848

62

1Q10 4Q10 1Q11

NYSE Euronext

$ 679 $ 645

$ 613

1Q10 4Q10 1Q11

$ 264 $ 188

$ 218

1Q10 4Q10 1Q11

34 3139

1Q10 4Q10 1Q11

Cash Trading andListingsDerivatives Info. Services and Tech

Solutions

$ 116 $ 114 $ 110

1Q10 4Q10 1Q11

$ 28 $ 28 $ 17

1Q10 4Q10 1Q11

1525 24

1Q10 4Q10 1Q11

Consolidated Primary segments

Strong performance across the platform


51

Strong 1Q11 powered by execution against our strategy

NYSE NYSE Amex

NYSE Arca EuronextNYSE

ArcaNYSE

LiffeNYSEAmex

NYSELiffe U.S.

Market Data

TransactionServices

Infra-structure

Derivatives Cash Trading and ListingsInformation

Services and Technology solutions

Ø # 1 in global IPOs in 1Q11Ø 2 companies transferred from Nasdaq with

2 additional transfers announced, building on 14 transfers in 2010

Ø European cash trading ADV up 32% YoYand 29% QoQ

Ø Improved U.S. cash equities trading revenue, market share stable

Ø Successful launch of NYSE Liffe U.S. and NYPC§ Market share of approximately 2-3% of

Eurodollars§ Open interest growing§ Breadth of client activity continues to

expand with strong pipeline of meaningful market participants

Ø Rebound in NYSE Liffe volumes in 1Q11 up 34% QoQ (ex. Bclear)

Ø U.S. Options ADV up 19% YoY and QoQ

Ø Record quarterly revenue; operating margins of 24%

Ø Successful launch of MTF for Goldman Sachs; hosted and managed by NYSE Technologies

Ø Migration to Mahwah for NYSE Arca

Ø 1st major “Infrastructure-as-a-Service” deal signed with tier 1 financial services firm


52

Benefits of diversification in uncertain environments

NYSE Liffe

ADV Contracts (000)

U.S. Cash

ADV Shares (mn)

U.S. Options

European Cash

ADV Trades (000)

ADV Contracts (000)

Bclear

3,8792,876

3,862

972861

7714,851

3,7374,633

1Q10 4Q10 1Q11

2,5412,233 2,309

1Q10 4Q10 1Q11

1,369 1,4001,803

1Q10 4Q10 1Q11

3,713 3,7154,408

1Q10 4Q10 1Q11


53

Our strategy illustrated: Innovation and collaboration

+

Ø NYSE Liffe in Europe sponsors initiative with proprietary, proven technology

Ø Existing clients natural equity partnersØ Global client base already connected via the

SFTI networkØ Long-standing partnership with DTCCØ Provides unprecedented level of transparency

reducing systemic riskØ Eliminates split-margin pools and provides capital

efficiency

Ø Existing client relationships enabled partnership with critical industry players from sell-side, buy-side and retail

Ø NYSE floor, NYSE Arca options technology and options operations scaled with minimal new cost

Ø 14% market share developed from ~$100mn acquisition cost

Value of the community ResultsNYSE Liffe U.S. Eurodollar Futures Open Interest

AMEX market share of U.S. equity options (%)

1

+ 136%

5.9

13.9

4Q08 1Q11

1) Represents close of acquisition date


0

100,000

200,000

300,000

400,000

21-Mar 04-Apr 18-Apr 02-May 16-May

54

Our strategy illustrated: Seizing the opportunity for NYSE TechnologiesStructural changes in global financial markets are driving demand for infrastructure, data and transaction services

Ø Execution venue fragmentationØ Global asset correlationØ Trading technology commoditizationØ High-frequency tradingØ Cost pressuresØ Regulatory uncertainty/changeØ EU and Asia following similar maturity

path as the U.S.

Industry trends Driving new demands Opportunity

Ø Global market access§ Integration of venues /

participants§ Aggregation & dissemination of

informationØ Cost-effective, ultra-low latencyØ Advanced trading platforms available

“as a service”Ø Risk management

Ø Build the leading technology services franchise for the global investment community

Ø $1bn in revenue by 2015 with operating margins of 25 – 30%

Ø FIX Certification & On-boarding

Ø Low Latency Channels

Ø FIX Engines, Market Access Gateways

Ø Configurable Order Routing

Ø Risk Management and Sponsored Access

Ø Universal Trading Platform (“UTP”)

Current NYSE Technologies product offerings

Ø SuperFeed, OneTick, TAQ, XDP

Ø Feed Handlers, V5, Data Fabric

Ø Liquidity Information and Messaging (IOINet, SOR Feeds)

Ø NYSE Data Products

Ø Market Replay

Transaction servicesData services

Ø Low Latency, Ubiquitous SFTI Network

Ø Infrastructure and Co-location Services (our own DCs plus third-party)

Ø Trading Platform on Demand (TPoD)

Infrastructure services


55

Disciplined expense management Continued deleveraging

Capital expendituresFixed operating expenses

$ 93 $ 61

$ 36

$ 415

$ 425 $ 427

1Q10 4Q10 1Q11

2.42.2

1.8

1Q10 4Q10 1Q11

Fixed operating costs and capex (mn) Debt / EBITDA1

Track-record of cost control and enhanced balance sheet strength

1) Debt calculated as short-term plus long-term debt as reported; adjusted EBITDA as reported


56

Strategy enabled by productivity growth and cost control

Productivity improvementsHeadcount and net revenue / employee

2010 revenue per employee by exchange(000)

Employees (year end)Net revenue / employee (000)

1

4,0583,757

3,3672,968

$ 846

$ 736$ 767

$ 683

2007 2008 2009 2010

€478$635

€ 506$ 673

€ 621$ 825

€ 636$ 846

€ 879$ 1,169

€ 927$ 1,233

Source: Company filings; €/$ 1.33 (2010 average)1) Assumes mean Wall St revenue estimate of $1.0bn for FY ending March 31, 2011; based on 1,488 employees for LSE per 2010 annual report


57

Executing our strategy means tangible P&L results…

Quarterly net revenue1 development(mn)

Quarterly EPS2 development

CAGR: 5.9% $ 0.68

$ 0.46 $ 0.46

$ 0.54 $ 0.58

$ 0.53 $ 0.51

$ 0.43

$ 0.64

1Q09 3Q09 1Q10 3Q10 1Q11

CAGR: 25.8% $ 679

$ 613

$ 599

$ 654 $ 645

$ 640

$ 621 $ 612

$ 605

1Q09 3Q09 1Q10 3Q10 1Q11

1) Net revenues defined as gross revenues less direct transaction costs comprised of Section 31 fees, liquidity payments and routing and clearing fees2) Presented on a non-GAAP basis


58

… and best-in-class total shareholder returns

Source: FactSet; 1) Total shareholder return from January 1, 2011 through February 8, 2011 (unaffected date) in local currency. 2) Total shareholder return from February 8, 2010 through February 8, 2011 (unaffected date) in local currency. 3) Total shareholder return from March 31, 2009 through February 8, 2011 (unaffected date) in local currency. 4) Dow Jones Global Exchange Index.

12 Month Shareholder Return 2 (%)

1Q11 Shareholder Return 1 (%)

1Q09 – Current Shareholder Return 3 (%)

11 11 9 9 6 50

-1-6

49 45 4330 25 24 22

9

55

10169 66 66 59

37 32 25 23

S&P 500 DJ Exchange 4




59

DRIVING GROWTH & EMPOWERING CAPITAL MARKETS: THE EXCHANGE FUTURE IS NOW

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Creating the premier global exchange group

Ø €400mn / $580mn1 in full run-rate cost savings and at least €150mn / $218mn1 revenue synergies expected through cross-selling and distribution opportunities as well as new and improved offerings

Ø Immediately accretive to adjusted earnings for both NYSE Euronext and Deutsche Börse shareholders2

Ø Increased exposure to attractive, high growth derivatives, clearing, risk management, post-trade, index and market data activities

Ø Accelerates earnings growth and enhances earnings / cash flow profile

Financially attractiveFinancially attractive

Ø Creates compelling global derivatives platform bringing together complementary products

Ø Largest capital raising venue in the world

Ø Leading post-trade, risk management, market data & analytics, index and technology capabilities

Ø Strong portfolio of leading brands (Deutsche Börse, NYSE Euronext, Eurex, Liffe, Clearstream, Stoxx)

Strategically compellingStrategically compelling

Ø Shareholders: Superior value creation through enhanced growth profile and significant synergies

Ø Investors: Creates deeper, more liquid and transparent markets

Ø Intermediaries: Improved risk management, cost and capital efficiencies

Ø Issuers: Increases choice, visibility and global access

Ø Creditors: Strong cash flow generation and credit profile

Ø Employees: Enhanced career opportunities across all locations of global exchange group

Ø Regulators: Global benchmark regulatory model while preserving national regulatory roles

Long-term benefits to all stakeholders

Long-term benefits to all stakeholders

1) €/$ exchange rate of 1.45 as of 5/6/20112) Deutsche Börse prepares its financial statements in accordance with IFRS while NYSE Euronext prepares its financial statements in accordance with US GAAP. Adjusted earnings are derived from the combinedprojected earnings, before making adjustments to convert NYSE Euronext's financial results from US GAAP to IFRS, and have been adjusted to exclude one time deal costs, amortization of intangible assets and the expected one-off costs of achieving synergies. Adjusted earnings is not a measure recognized under IFRS or US GAAP and, therefore, may not be comparable to similar measures presented by other companies

Deutsche Börse / NYSE Euronext “Driving Growth & Empowering Capital Markets”

61

Combination accelerates current strategy

Ø Highly complimentary assets combine to create the pre-eminent market infrastructure operator with complete participation across the capital markets value chain

Ø Uniquely marries the world’s leading venues for risk management and capital raising, creating product innovation and capital savings opportunities for clients

Ø Opportunity to unlock value

Ø Considerable scope for cost synergies and incremental revenue opportunities from product innovation and improved distribution to drive shareholder value

Ø Leading franchises in every segment should command premium valuation

Ø Robust strategic and financial optionality given strong balance sheet

Ø Enhanced opportunities and cost savingsfor clients

Markets

Corporate Listings

& Product Creation

Market Data

Clearing

Settlement and

CustodyState-of-the-Art Trading

Infrastructure

Global Client Base

Powerful Sell-Side

Customers

InformationServices

Capital Efficiency

Collateral Management

Co-Lo

Global Connectivity

Networks

Partnerships in New Markets

Asset Servicing

Risk Management

Analytics

Index Business

Services for Issuer

Community

Infra-Structure Services

Global Exchange

Links

Combined Group well positioned across the value chain


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Leadership in major asset classes and services

19.014.9

12.210.5

8.66.4 5.6 4.5

0.5

6.6

4.4 3.9 3.73.0

0.4 0.1

€ 498$ 663

€ 12.1$ 18.0

€ 3.5$ 5.2

€ 2.4$ 3.6 € 2.0

$ 2.9 € 1.0$ 1.5

€ 1.8$ 2.8

€ 559$ 743

€ 334$ 444

€ 305$ 406

€ 297$ 395

€ 225$ 299 € 114

$ 152€ 102$ 136

€ 13.1$ 19.6

€ 4.1$ 6.1

€ 406$ 515

Source: Company filings, World Federation of Exchanges; Options Clearing Corporation; Futures Industry magazine; Note: €/$ 1.33, €/£ 0.86, €/SEK 9.54, €/S$ 1.81; €/C$ 1.33 (2010 averages); Data on US options volumes inclusive equity options and index/other; ADV = Average daily trading volume

Global derivatives, ADV (mn) – 2010 US options volume contracts, ADV (mn) – 2010

Domestic market capitalization of listed issuers (tr) – Mar-11 Market data & technology revenue (mn) - 2010


63

Leading scale in the exchange industry

Source: Company filings, IBES broker consensus; Note: Adjusted for non-recurring items, LSE/TMX pro-forma; €/$ 1.33, €/S$ 1.81, €/AU$ 1.44, €/£ 0.86, €/HK$ 10.31, €/B$ 2.33; €/C$ 1.37 (averages for 2010) 1) Combined financials exclude net synergies from Deutsche Börse/NYSE Euronext combination 2) LSE EBITDA uses IBES broker consensus as no actuals available

Net revenue (2010, mn)

DB1 - NYX CME DB1 NYX LSE-TMX NDAQ ICE BM&F HKEx ASX SGX

DB1 - NYX CME DB1 NYX LSE-TMX NDAQ HKEx BM&F ICE ASX SGX

EBITDA (2010, mn)

€ 4,115¹$ 5,473

€ 2,258$ 3,004

€ 2,227$ 2,962 € 1,888

$ 2,511 € 1,164$ 1,545

€ 865$ 1,150

€ 810$ 1,075 € 530

$ 703€ 734$ 974

€ 1,144$ 1,522

€ 2,0591

$ 2,738€ 1,586$ 2,109 € 1,221

$ 1,624 € 838$ 1,114 € 6522

$ 865€ 600$ 798

€ 589$ 781

€ 527$ 700

€ 577$ 766

/

/

€ 303$ 402

€ 225$ 299

€ 358$ 475


64

Pro forma NYSE Euronext / Deutsche Börse 2010 net revenue

Geographic breakdown Product breakdown

31%

69%

U.S.

Non-U.S.

Net revenue 1: €4.1bn / $5.5bn

Cash Trading & Listings

1) Based on €/$ exchange rate of 1.33 (2010 average)2) Includes NYX European Cash execution fees as well as European Market Data revenues from the legacy NYX Cash Trading & Listings segment. Xetra revenues are also included in European Cash 3) Includes NYX U.S. Cash execution fees as well as U.S. Market Data revenues from the legacy NYX Cash Trading & Listings segment 4) Pro Forma calculation allocates the NYX Corporate/Eliminations segment operating loss based on the relative revenue contribution of each legacy NYX segment

Cash Trading &Listings

Derivatives

Market Data & Technology

Settlement &Custody

EBITDA1,4: €2.1bn / $2.7bn

27%17%

11%

45%

Listings

Derivatives

Settlement &Custody

Market Data & Technology

Net revenue¹: €4.1bn / $5.5bn

U.S. Cash

European Cash 2

Other

3

37%

20%

14%

7%2%

8%12%

Globally diversified capital markets business


65

Source: Futures Industry, Annual Volume Survey 2010. 1) Does not include OTC transactions. ICE included for comparative purposes

Ø Complementary equity index and interest rate derivatives migrated to common trading and clearing infrastructure

§ Product innovation

§ >€2bn / $3bn in already identified capital efficiencies for clients

§ Operational efficiencies for customers

Ø Most diversified derivatives exchange in the world

§ Potential for new market penetration

§ Attractive partner for OTC market

Ø Largest and only regulated exchange Pan-EU trading platform covering almost 2/3 of Eurozone GDP

Ø Integrated order book and single clearing system reduces costs and increases liquidity for EU clients

Ø Increased trading opportunities vs. Pan-EU equity derivatives platform

Ø Continued global leadership in capital raising with enhanced profile for listed issuers

Derivatives Cash and Listings

Total volumes – Global derivatives exchanges ranked by futures and options traded and /or cleared – 20101 2010 Europe cash trading market share

22%24%

6%

9%

11% 28%Other

//1 2 3 4 5 6 7 8 13Rank

Unparalleled risk management and capital raising markets…

0.31.11.11.11.41.6

3.13.7

4.8

(bn contracts)


66

Source: Company filingsFigures converted using: €/$ 1.33, €/£ 0.86, €/SEK 9.54, €/C$ 1.33 (2010 averages)

Ø Leading provider of capital markets infrastructure services to buy-side and sell-side market participants as well as major global exchange partners

Ø Complementary combination of content and distribution

§ DB news, data, analytics, STOXX index services

§ NYX global SFTI and NYFIX networks

Ø Increased critical mass in data centers; opportunities for additional service provision

Ø Pioneer in global cross-border settlement and custody

§ Capabilities in more than 100 countries

§ Average value of assets under custody of $10.9tr in 2010

§ Processed 116mn settlement transactions during 2010

Ø Clearstream’s global reach can be levered to facilitate cross-border trading and capital raising for listed companies

Ø Strategically positioned to offer enhanced OTC services to buy-side and sell-side clients

§ Opportunity to deliver even greater collateral efficiency from combined clearinghouse, building on existing success of “General Collateral (GC) Pooling” service

§ Increased buy-side access via NYFIX network

Information Services and Technology Solutions Clearstream settlement and custody

Market data and technology revenue – 2010(mn)

€ 559$ 743 € 498

$ 663 € 406$ 515 € 334

$ 444€ 305$ 406

€ 297$ 395 € 225

$ 299€ 114$ 152

€ 102$ 136

… Supported by critical global infrastructure


67

Ø Creates deeper, liquid and more transparent markets

Ø Simplifies global connectivity

Ø Complementary customer solutions to provide full-service offering

Combination benefits market structure

Investors

Intermediaries

Issuers

Regulators

Ø Improved risk management

Ø Cross margining benefits (over ~€2bn / ~$3bn already identified)

Ø Simplifies global connectivity

Ø Global listings venue of choice

Ø Increases visibility and global access

Ø Global benchmark regulatory model while preserving national regulatory roles

§ Combined group serves as natural partners for harmonization and transparency across jurisdictions

Ø Creates a stronger, more diversified global clearing provider, bringing stability and transparency to the financial system and its customers


68

15 February 2011 Current

Technology (+ €51mn):Ø One common trading and clearing infrastructure “CTAC”Ø Combination of networks Ø Consolidation of U.S. data centres Ø Eliminating overlapping IT function where applicableØ Global sourcing and global delivery model

Clearing (+ €4mn):Ø Additional cost avoidance expected from not building two separate

fully owned & operated CCPs

Market Operations (+ €15mn):Ø Implementation of a central European market operations hub for

cash, derivatives and clearing Ø Combination of business organizations in the U.S. and Europe

i.e., sales and product development

Corporate Center (+ €30mn):Ø Further refinement of corporate functions in accordance with the

new, combined organization Ø Leveraging global sourcing opportunities: supplier & contract

consolidationØ Consolidate real estate portfolio

Levers for additional cost synergies2

€300mn / $435mn1 €400mn / $580mn1

Technology€79mn

Technology€130mn

Clearing€67mn

Clearing€71mn

Market Operations€98mn

Market Operations€113mn

Corporate€56mn

Corporate€86mn

1) All figures converted at a €/$ exchange rate of 1.45 as of 5/6/20112) Bold represents synergy levers identified post-announcement

Cost synergies of €400 / $580 million clearly identified


69

1) Synergies converted using €/$ exchange rate of 1.45 as of 5/6/2011

Expected revenue synergies of at least €150mn / $218mn1 annually, with full run-rate being achieved at end of year 3Over 1/3 rd of revenue synergies from clearing alone

Clearing

Ø Clearing for European cash equities

Ø Clearing for European derivatives

Technology and MD&A

Ø Expanded client set for hosted / managed technology and data services

Ø Extension of STOXX index franchise to U.S. market and globally

Ø Richer content for pre- and post-trade data and analytics products

Derivatives and cash markets

Ø Increase turnover from combining equity and derivatives liquidity pools

Ø Cross-distribution in European cash markets

Asian expansion

Ø Listing venue of choice for attracting Asian issuers interested in a U.S. or European listing

Ø Leading presence in Asian markets through existing investments and technology agreements

Ø Attractive partner

New asset classes

Ø Infrastructure in place to drive growth in new asset classes

Ø Emissions & Energy –Eurex / BlueNext / EEX

Ø Agriculture and other commodities – Eurex and NYSE Liffe

Combination has access to unique growth opportunities


70

Integration and closing processes crossing key milestones

Regulatory process Integration planning

Run-rate of expense synergies

Feb. 15 Current

Year 1 25% 30%

Year 2 50% 65%

Year 3 100% 100%

q Integration teams identified and project offices established

q Further validation and quantification of synergies

q Increasingly detailed roadmap for synergy realization

q Position mapping and relationship building ongoing at senior management level

q Developing strategy for IT infrastructure and development

q Accelerated timeline of run rate expense synergies

q Conversations with over 100 policymakers

q Meetings with key government, regulatory and financial constituents in the U.S., Paris, London, Brussels, Amsterdam and Lisbon

q Draft competition filing submitted to European Commission with pre-notification discussions ongoing

q Working cooperatively with DOJ

q Several meetings with College of Regulators and its dedicated merger task force

q Initial meeting with the Committee on Foreign Investment in the U.S. (CFIUS)

q Deutsche Börse exchange offer cleared by BaFin on May 2nd and launched on May 4th

q F-4 declared effective by SEC on May 3rd and proxy statement mailed on May 10th

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü


71

1) All estimates using IBES consensus. Figures converted at a €/$ exchange rate of 1.45 as of 6 May 2011;2) 2011E earnings determined by multiplying 2011E EPS by fully diluted shares outstanding (NYX: 262mn, DB1: 186mn)3) Includes impact of run-rate synergies of €550mn taxed at a rate of 27%4) Based on NYX fully diluted shares of 262mn and DB1 fully diluted shares of 186mn

Illustrative sensitivity analysis

Value drivers1DB1

share @ 60%

NYX share

@ 40%

Total Per DB1

share4

Per NYX

share4

Earnings power €mn €mn €mn € $

2011 NYSE Euronext net income2 470

2011 Deutsche Börse net income2 825

Net income impact of full run-rate synergies3 402

Pro forma NYX / DB1 net income 1,018 679 1,697 5.47 3.76

Equity value upside €bn €bn €bn € $

At current earnings multiple 13x 13.2 8.8 22.1 ~71 ~49

14x 14.3 9.5 23.8 ~77 ~53

15x 15.3 10.2 25.5 ~82 ~56

Dividend potential €mn €mn €mn € $

Based on current NYX / DB1 payout ~50% 509 339 848 2.74 1.88

Ø Cost and revenue synergies increase earnings power of combined group and result in immediate value creation for shareholders

Ø Additional value creation through potential expansion of price earnings multiple

Combination creates value for shareholders


72

Superior cash flow generation and strong balance sheet

NYSE Euronext and Deutsche Börse have superior cash flow generation and strong balance sheets (mn)

2.2x

1.2x

2010A EBITDA Total debt / 2010A EBITDA

NYSE Euronext Deutsche Börse

Credit rating:A+ / A3 Credit rating:

AA / NR

Ø On May 13, 2011, Deutsche Börse distributed an ordinary dividend of €2.10 per share

Ø In 2010, NYSE Euronext paid an ordinary dividend of $1.20 per share (annual equivalent)

Ø Since 2007A, Deutsche Börse and NYSE Euronext have returned a combined €3.4bn / $4.7bn of capital to shareholders

Both NYSE Euronext and Deutsche Börse have attractive dividend and capital management policies

2007A-2010A returned capital to shareholders

Source: Company filings, FactSet; Note: Financial data as of 12/31/2010; €/$ exchange rate of 1.45 as of 5/6/2011, €/$ 1.37 for 2007 average, €/$ 1.47 for 2008, €/$ 1.39 for 2009 average and average €/$ 1.33 for 2010 average1) Adjusted for restructuring expenses

NYSE Euronext Deutsche Börse

'07-'10 ordinary dividends (mn) '07-'10 share buybacks (mn)

€ 237 / $ 349 € 1,574 / $ 2,189

€ 775 / $ 1,100

€ 808 / $ 1,124

€ 1,045 / $ 1,473

€2,349 / $ 3,288

€ 838 / $ 1,114€ 1,221 / $ 1,6241


73

Ø The combined company will have superior cash flow generation with 2010PF FCF of ~€1.5bn / $2.0bn1, ~70% more cash than its nearest competitor

Ø This will allow the combined entity to maintain the shareholder friendly distribution policy both Deutsche Börse and NYSE Euronext have pursued in the past

Ø Ratings agencies expect an improved credit profile for NYSE Euronext as a result of a combination with Deutsche Börse

Ø “With the DB merger, NYX creditors would benefit from the combined entity's broader and strategically better-positioned franchise and stronger cash flow generation”~ Moody’s, 2/15/2011

Ø The combined company’s strong balance sheet will provide financial stability to critical market infrastructure for the benefit of issuers, and trading and clearing participants

Source: Company filings, FactSet; Note: Financial data as of 12/31/2010; €/$ exchange rate of 1.45 as of 5/6/2011, €/$ 1.33 for 2010 average (synergies converted at €/$ 1.45 spot rate); Total debt represents face value at maturity1) FCF defined as operating cash flow minus capital expenditures; Run-rate revenue synergies of €150mn ($218mn) and cost synergies of €400mn ($580mn); Nearest peer CME generated 2010A FCF of ~€0.9/$1.2bn2) Adjusted for restructuring expenses

A Deutsche Börse-NYSE Euronext merger will create a leader with superior cash flow generation and a strong balance sheet

1.2x

1.6x

PF EBITDA excl.synergies

PF EBITDA incl.synergies

PF debt/EBITDAexcl. synergies

PF debt/EBITDAincl. synergies

2010PF Deutsche Börse-NYSE Euronext (mn)

Superior cash flow generation and strong balance sheet (cont’d)

€ 2,059 / $ 2,7382

€ 2,609 / $ 3,5362


74

Ø The right transaction at the right time for both organizations

Ø Deutsche Börse has transformed its business from a German equities market into a world-leader in derivatives, risk management and post-trade infrastructure

Ø NYSE Euronext has been leading the evolution of the exchange industry, leveraging technology and brand to create a multi-asset class global exchange model

Ø The two companies’ complementary assets combine to form a complete market infrastructure portfolio covering trading, risk- and collateral management as well as market data and technology

Ø The combined group’s scale and scope will afford it unique access to growth opportunities in a changing capital market landscape

Ø We will continue to focus on communicating the compelling value creation of this combination

Ø NYSE Euronext shareholder vote is 7 July

Ø Deutsche Börse tender offer period expires 13 July


Documents

INVESTOR DAY 2011 - Deutsche Börse€¦ · Member of the Executive Board Deutsche Börse AG responsible for Information Technology Division Gregor Pottmeyer Chief Financial Officer